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EXHIBIT 10.31
Execution Copy
AMENDMENT NO. 6
TO CREDIT AGREEMENT
AS AMENDED AND RESTATED
As of May 1, 1998
BOOTH CREEK SKI HOLDINGS, INC., a Delaware corporation (together with
its successors and assigns, "BCS Holdings"), BOOTH CREEK SKI ACQUISITION CORP.,
a Delaware corporation (together with its successors and assigns, "BCS
Acquisition"), TRIMONT LAND COMPANY, a California corporation (together with its
successors and assigns, "Northstar-at-Tahoe"), SIERRA-AT-TAHOE, INC., a Delaware
corporation (together with its successors and assigns, "Sierra-at-Tahoe"), BEAR
MOUNTAIN, INC., a Delaware corporation (together with its successors and
assigns, "Bear Mountain"), WATERVILLE VALLEY SKI RESORT, INC., a Delaware
corporation (together with its successors and assigns, "Waterville"), MOUNT
CRANMORE SKI RESORT, INC., a Delaware corporation (together with its successors
and assigns, "Cranmore"), SKI LIFTS, INC., a Washington corporation (together
with its successors and assigns, "Ski Lifts"), GRAND TARGHEE INCORPORATED, a
Delaware corporation (together with its successors and assigns, "Grand
Targhee"), LMRC HOLDING CORP., a Delaware corporation (together with its
successors and assigns, "LMRC Holding"), LOON MOUNTAIN RECREATION CORPORATION, a
New Hampshire corporation (together with its successors and assigns, "Loon"),
and LOON REALTY CORP. (together with its successors and assigns, "Loon Realty",
and together with BCS Holdings, BCS Acquisition, Northstar-at-Tahoe,
Sierra-at-Tahoe, Bear Mountain, Waterville, Cranmore and Ski Lifts, Grand
Targhee, LMRC Holding and Loon, the "Borrowers", and each a "Borrower"),
BANKBOSTON, N.A. (f/k/a The First National Bank of Boston), a national banking
association (together with its successors and assigns, "BankBoston"), any other
Lenders from time to time party hereto, and BankBoston, as agent for itself and
the other Lenders (the "Agent") hereby agree as follows:
1. Reference to Credit Agreement: Definitions. Reference is made to the Credit
Agreement dated as of December 3, 1996, as amended and restated as of March 18,
1997, as further amended and in effect on the date hereof (the "Credit
Agreement"), among the Borrowers, BankBoston and the Agent. The Credit Agreement
as amended by this Amendment is referred to herein as the "Amended Credit
Agreement". Terms defined in the Amended Credit Agreement and not otherwise
defined herein are used herein with the meanings so defined.
2. Amendments to the Credit Agreement. Subject to all the terms and conditions
hereof, effective as of the date hereof, the Credit Agreement is hereby amended
as set forth herein.
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2.1. Amendment to Section 7.5.2. Section 7.5.2 of the Credit Agreement
is hereby amended to read in its entirety as follows:
"7.5.2. Cash Flow to Fixed Charges. On the last day of each
fiscal quarter of the Borrowers, the sum of (a) Trailing Four Fiscal
Quarter Cash Flow measured on such date minus (b) Cash Flow Adjustment
for the four fiscal quarters then ending, shall equal or exceed the
percentage of Consolidated Fixed Charges for such period set forth in
the table below:
Fiscal Quarters Ending Nearest Percentage
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April 30, 1998 108.25%
July 31, 1998 and thereafter 110%"
3. Representations and Warranties. In order to induce the Lenders to enter into
this Amendment, and to continue to extend credit to the Borrowers under the
Amended Credit Agreement, each of the Borrowers represents and warrants to the
Lenders that:
3.1. Organization and Qualification. Each of the Borrowers is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation and has all requisite corporate power
necessary to execute and deliver this Amendment and to perform its obligations
thereunder and under the Amended Credit Agreement.
3.2. Corporate Authority. The execution, delivery and performance of
this Amendment and the Amended Credit Agreement, and the borrowings and
transactions contemplated hereby and thereby, are within the corporate power and
authority of each of the Borrowers and have been authorized by proper corporate
proceedings, and do not and will not (a) require any consent or approval of the
stockholders of any of the Borrowers, (b) contravene any provision of the
charter documents or by-laws of any of the Borrowers or any law, rule or
regulation applicable to any of the Borrowers, (c) contravene any provision of,
or constitute an event of default or event which, but for the requirement that
time elapse or notice be given, or both, would constitute an event of default
under, any other agreement, instrument or undertaking binding on any of the
Borrowers, or (d) result in or require the imposition of any Lien on any of the
properties of any of the Borrowers.
3.3. No Default. No Default under the Credit Agreement now exists, and
after giving effect to this Amendment no Default under the Amended Credit
Agreement shall exist.
4. Miscellaneous. Except to the extent specifically amended hereby, the
provisions of the Credit Agreement shall remain unmodified, and the Amended
Credit Agreement is hereby confirmed as being in full force and effect. The
Borrowers hereby affirm that, after giving
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effect to this Amendment, the security interests contemplated by the Credit
Agreement and all other Credit Documents attach in favor of the Agent so as to
secure due and punctual performance of all Credit Obligations contemplated by
the Amended Credit Agreement.
This Amendment may be executed in any number of counterparts which
together shall constitute one instrument, shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts, without regard to
the conflict of laws rules of any jurisdictions, and shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns
pursuant to Section 12 of the Amended Credit Agreement.
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Each of the undersigned has caused this Agreement to be executed and
delivered by its duly authorized officer as an agreement under seal as of the
date first above written.
BOOTH CREEK SKI HOLDINGS, INC.
BOOTH CREEK SKI ACQUISITION CORP.
TRIMONT LAND COMPANY
SIERRA-AT-TAHOE, INC.
BEAR MOUNTAIN, INC.
WATERVILLE VALLEY SKI RESORT, INC.
MOUNT CRANMORE SKI RESORT, INC.
SKI LIFTS, INC.
GRAND TARGHEE INCORPORATED
LMRC HOLDING CORP.
LOON MOUNTAIN RECREATION CORPORATION
LOON REALTY CORP.
By: /s/ Jeffrey J. Joyce
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Title: Executive Vice President
BANKBOSTON, N.A.,
as Agent
By: /s/ Carlton F. Williams
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Title: Director
BANKBOSTON, N.A.,
as Lender
By: /s/ Carlton F. Williams
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Title: Director
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